Securities Registration: Employee Benefit Plan (s-8)
August 06 2021 - 05:31PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on
August 6, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ADAPTHEALTH CORP.
(Exact name of registrant as specified in its charter)
Delaware |
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82-3677704 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer Identification No.) |
220 West Germantown Pike, Suite 250 Plymouth
Meeting, Pennsylvania |
19462 |
(Address of Principal Executive Offices) |
(Zip Code) |
AdaptHealth Corp. Amended and Restated 2019 Stock Incentive
Plan
(Full title of the plan)
Christopher Joyce
General Counsel
AdaptHealth Corp.
220 West Germantown Pike, Suite 250
Plymouth Meeting, Pennsylvania 19462
(Name and address of agent for service)
(610) 630-6357
(Telephone number, including area code, of agent for service)
Copies to:
Michael Brandt
Danielle Scalzo
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in
Rule 12b-2 of the Exchange Act.
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Large accelerated
filer ¨ |
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Accelerated
filer ý |
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Non-accelerated filer ¨ |
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Smaller reporting company ý |
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Emerging growth company ý |
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If an emerging growth company,
indicate by check mark if the registrant has elected not to use the
extended transition period for complying with any new or revised
financial accounting standards provided pursuant to
Section 7(a)(2)(B) of the Securities Act. |
¨ |
CALCULATION OF REGISTRATION FEE
Title of securities to be
registered |
Amount to be registered
(1) |
Proposed maximum offering
price per share |
Proposed maximum
aggregate offering price |
Amount of registration
fee |
Common Stock, par value
$0.0001 per share |
2,000,000 (2) |
$21.38 (3) |
$42,760,000 (3) |
$4,665,17 (4) |
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(1) |
Pursuant to Rule 416(a) under the Securities Act of
1933, as amended (the “Securities Act”), this Registration
Statement also registers an indeterminable number of additional
shares of Common Stock, par value $0.0001 per share (“Common
Stock”), of AdaptHealth Corp. (the “Company” or “Registrant”), as
may hereafter be offered or issued under the AdaptHealth Corp.
Amended and Restated 2019 Stock Incentive Plan (the “Plan”) to
prevent dilution resulting from any future stock splits, stock
dividends or similar adjustments of the outstanding Common
Stock. |
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(2) |
Represents an additional 2,000,000 shares of Common Stock
issuable pursuant to the Plan. |
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(3) |
Estimated solely for purposes of calculating the amount of the
registration fee, pursuant to Rules 457(c) and
457(h) under the Securities Act, the proposed maximum
aggregate offering price is the product obtained by multiplying
(i) $21.38 (the average of the high and low prices of the
Company’s Common Stock on August 4, 2021) by
(ii) 2,000,000 (the number of shares of Common Stock issuable
in connection with equity awards that may be granted in the future
pursuant to the Plan). |
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(4) |
The amount of registration fee is calculated only with respect
to the additional shares of Common Stock registered on this
Registration Statement. The existing securities issuable under the
Plan were registered, and the correlating registration fee paid,
pursuant to the Registration Statements on Form S-8 (File Nos.
333-236012 and 333-256824) filed by the Company on January 22,
2020 and June 4, 2021, respectively. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed by
AdaptHealth Corp. (the “Company” or “Registrant”) to register an
additional 2,000,000 shares of the Registrant’s Common Stock, par
value $0.0001 per share (“Common Stock”), for issuance under the
AdaptHealth Corp. Amended and Restated 2019 Stock Incentive Plan
(the “Plan”).
Pursuant to the Registration Statements on Form S-8 (File Nos.
333-236012 and 333-256824) filed by the Registrant on January 22, 2020 and
June 4, 2021, respectively
(the “Prior Registration Statements”), the Registrant previously
registered an aggregate of 12,523,642 shares of the Registrant’s
Common Stock under the Plan (as adjusted to reflect all stock
splits and stock dividends to date). The additional shares of
Common Stock being registered by this Registration Statement are of
the same class as those securities registered on the Prior
Registration Statements. The contents of the Prior Registration
Statements, together with all exhibits filed therewith or
incorporated therein by reference to the extent not otherwise
amended or superseded by the contents hereof or otherwise, are
incorporated herein by reference in accordance with General
Instruction E to Form S-8.
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I
of this Registration Statement have been or will be sent or given
to participating employees as specified in
Rule 428(b)(1) of the Securities Act of 1933, as amended
(the “Securities Act”), in accordance with the rules and
regulations of the United States Securities and Exchange Commission
(the “Commission”). Such documents are not being filed with the
Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 of
the Securities Act. These documents and the documents incorporated
by reference into this Registration Statement pursuant to Item 3 of
Part II of this Registration Statement, taken together,
constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, filed with the Commission by the Company,
are incorporated by reference into this Registration Statement:
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(c) |
the Company’s Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 2021, filed on August 6,
2021; |
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(d) |
the Company’s Current Reports on Form 8-K, filed on
December 14, 2020 (as
amended on June 29, 2021), January 8, 2021, January 12, 2021, February 2, 2021, March 4, 2021, March 9, 2021, April 13, 2021, April 29, 2021, April 30, 2021, June 15, 2021 and July 29, 2021; |
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(e) |
the description of the Company’s Common Stock, which is
contained in the Company’s registration statement on Form 8-A filed on
February 15, 2018 (File No. 333-222376) under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and including any subsequent amendment or any report filed with the
Commission for the purpose of updating such description. |
In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Exchange Act, subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all of the securities
offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof
from the date of the filing of such documents with the Commission;
provided, however, that documents or portions thereof which are
“furnished” and not “filed” in accordance with the rules of
the Commission shall not be deemed incorporated by reference into
this Registration Statement unless the Registrant expressly
provides to the contrary that such document is incorporated by
reference into this Registration Statement.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the
extent that a statement contained herein (or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein) modifies or supersedes such
statement. Any statement so modified or superseded shall not be
deemed to constitute a part of this Registration Statement except
as so modified or superseded.
Item 8. Exhibits.
The Exhibits to this Registration Statement are listed in the Index
to Exhibits and are incorporated herein by reference.
* Filed
herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Plymouth
Meeting, State of Pennsylvania, on the 6th day of August, 2021.
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AdaptHealth Corp. |
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By: |
/s/ Stephen P. Griggs |
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Stephen P. Griggs |
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Chief Executive Officer |
SIGNATURES AND POWER OF
ATTORNEY
We, the undersigned officers and directors of AdaptHealth Corp.,
hereby severally constitute and appoint Stephen P. Griggs and
Christopher Joyce, or any of them individually, our true and lawful
attorneys-in-fact with full power of substitution, to sign for us
and in our names in the capacities indicated below this
Registration Statement and any and all pre-effective and
post-effective amendments to this Registration Statement and
generally to do all such things in our name and behalf in our
capacities as officers and directors to enable this Registrant to
comply with the provisions of the Securities Act, and all
requirements of the Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys-in-fact to
said Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in
the capacities and on the dates indicated:
Signature |
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Title |
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Date |
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By: |
/s/ Stephen P. Griggs |
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Chief Executive Officer and
Director |
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August 6, 2021 |
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Stephen P. Griggs |
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(Principal Executive
Officer) |
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By: |
/s/ Jason Clemens |
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Chief Financial Officer |
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August 6, 2021 |
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Jason Clemens |
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(Principal Financial
Officer) |
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By: |
/s/ Frank J. Mullen |
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Chief Accounting Officer |
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August 6, 2021 |
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Frank J. Mullen |
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(Principal Accounting
Officer) |
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By: |
/s/ Richard Barasch |
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Chairman of the Board |
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August 6, 2021 |
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Richard Barasch |
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By: |
/s/ Joshua Parnes |
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President and Director |
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August 6, 2021 |
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Joshua Parnes |
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By: |
/s/ Alan Quasha |
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Director |
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August 6, 2021 |
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Alan Quasha |
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By: |
/s/ Terence Connors |
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Director |
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August 6, 2021 |
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Terence Connors |
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By: |
/s/ Dr. Susan Weaver |
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Director |
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August 6, 2021 |
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Dr. Susan Weaver |
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By: |
/s/ Dale Wolf |
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Director |
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August 6, 2021 |
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Dale Wolf |
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By: |
/s/ Bradley Coppens |
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Director |
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August 6, 2021 |
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Bradley Coppens |
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By: |
/s/ David S. Williams III |
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Director |
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August 6, 2021 |
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David S. Williams III |
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By: |
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Director |
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August 6, 2021 |
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Theodore S. Lundberg |
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